Scotiabank Peru launches Tender Offer for cash for any and all of its 4.50% Subordinated Notes due 2027

Scotiabank Perú S.A.A. announced that it has commenced a tender offer for cash (the “Tender Offer”) for any and all of its outstanding 4.50% Fixed-to-Floating Rate Subordinated Notes due 2027 (CUSIP Nos.80928H AA1 and P8542T AP2) (the “Notes”).

The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated January 3, 2023 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery (as this term is defined in the Offer to Purchase and, collectively, the “Offer Documents”). The following table sets forth certain information relating to the Notes:

As set forth in the table above, subject to the terms and conditions of the Tender Offer, holders of the Notes (each, a “Holder”) must validly tender and not properly withdraw their Notes at or before 5:00 p.m., New York City time, on January 10, 2023, unless such date and time are extended or the Tender Offer is earlier terminated by Scotiabank Perú in its sole discretion, subject to applicable law (such time and date, as may be extended or earlier terminated, the “Expiration Time”) to receive $1,000.00 for each $1,000 in principal amount of Notes (the “Consideration”). Holders of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, the Offer before the deadlines specified in this Offer to Purchase.

Holders who desire to tender Notes pursuant to the Offer and (1) cannot comply with the procedure for book‑entry transfer by the Expiration Time, or (2) cannot deliver the other required documents to the Information and Tender Agent by the Expiration Time, may effect a tender of Notes if such tender is made by or through an Eligible Institution by requesting such Eligible Institution to deliver a Notice of Guaranteed Delivery on or before the Expiration Time and the relevant Notes are delivered at or prior to 5:00 p.m., New York City time, on January 12, 2023, the second business day after the Expiration Time.

Holders who wish to be eligible to receive the Consideration must validly tender and not validly withdraw their Notes at any time at or prior to the Expiration Time.

The minimum period during which the Tender Offer will remain open following material changes in the terms of the Tender Offer or in the information concerning the Tender Offer will depend upon the facts and circumstances of such change, including the relative materiality of the changes. With respect to any change in the consideration offered in the Tender Offer, Scotiabank Perú will disclose any such amendment in a press release at or prior to 10:00 a.m. (New York City time) on the day of such amendment and it will extend the Expiration Time by at least five business days, if the Tender Offer would otherwise expire during such period.  If any of the terms of the Tender Offer are amended in a manner determined by Scotiabank Perú to constitute a material change adversely affecting any Holder, Scotiabank Perú will disclose any such amendment in a press release at or prior to 10:00 a.m. (New York City time) on the day of such amendment, and it will extend the Tender Offer for at least three business days, if the Tender Offer would otherwise expire during such time period.

Tendered Notes may be withdrawn (i) at any time at or prior to the earlier of (x) the Expiration Time, or (y) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer and (ii) at any time after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement.

Scotiabank Perú anticipates that it will accept for purchase Notes validly tendered and not validly withdrawn at or before the Expiration Time and pay for such accepted Notes promptly following the Expiration Time (the “Settlement Date”). In addition to the Consideration, holders of Notes accepted for payment will receive accrued and unpaid interest from and including the last interest payment date for the Notes to, but not including, the Settlement Date.  Scotiabank Perú will gross up the amounts due in respect of any such accrued and unpaid interest pursuant to the terms of the indenture.

There is no separate letter of transmittal in connection with this Tender Offer.

Notes may be tendered and accepted for payment in principal amounts equal to minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof.

Scotiabank Perú reserves the right to amend, terminate or withdraw the Tender Offer for the Notes, subject to disclosure and other requirements as and as required by applicable law. In the event of a termination or withdrawal of the Tender Offer, Notes tendered and not accepted for purchase pursuant to the Tender Offer will be promptly returned to the tendering holders.

Scotiabank Perú has engaged Scotia Capital (USA) Inc. as the Dealer Manager for the Tender Offer. Persons with questions regarding the Tender Offer should contact Scotia Capital (USA) Inc. at (800) 372-3930 (Toll-Free) or (212) 225-5559 (Collect).

The complete terms and conditions of the Tender Offer are described in the Offer Documents, copies of which are available at the following web address: https://www.gbsc-usa.com/scotiaperu/, or may also be obtained from Global Bondholder Services Corporation (“GBSC”), the Information and Tender Agent for the Tender Offer, by contacting GBSC at 855-654-2014 (Toll-Fee) or (212) 430-3774 (Banks and Brokers).

This press release is not an offer to sell the Notes or any securities and it is not soliciting an offer to buy the Notes or any securities. Scotiabank Perú has neither obtained any commitments to purchase, nor entered into any agreements, to sell any securities. None of Scotiabank Perú, the Dealer Manager, the Information and Tender Agent or the Trustee for the Notes makes any recommendation in connection with the Tender Offer. Please refer to the Offer Documents for a description of offer terms, conditions, disclaimers and other information applicable to the Tender Offer.

Scotiabank Perú is a full-service Peruvian bank providing a wide range of financial services and products tailored to the specific needs of its customers. Scotiabank Perú’s operations can be broadly divided into two main business segments: (1) Retail Banking, which includes Preferred Banking, Personal and Standard Banking and Small Business Banking, and (2) Wholesale Banking, which includes Corporate Banking, Commercial Banking, Institutional Banking, Corporate Finance, Credit Solutions, Global Transaction Banking and Market & Economic Studies.

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